Michigan Compiled Laws — MICHIGAN GENERAL CORPORATION STATUTE (Act 327 of 1931)

Michigan · statute · 327 of 1931, Mich. Comp. Laws · 70 active provisions

Mich. Comp. Laws § 450.98

Applicability of act to corporations limiting dividends or voting rights, and conducting not more than 50% of business with nonstockholders or nonmembers; classification of corporations organized under MCL 450.98 to 450.109 as profit and nonprofit.

(1) Corporations organized to conduct a lawful business which limits the dividends payable upon stock investment in the case of corporations with capital stock and membership investment in the case of membership corporations without capital stock to not in excess of 8% per annum or which limits the voting rights of sto…

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Elections & Government Ethics

Mich. Comp. Laws § 450.99

Cooperative plan; definition; allocation of reserved earnings; cooperative corporations; use of term “cooperative,”“co-op,” or variation thereof.

Corporations may engage in any lawful business within this state upon any cooperative plan adopted by the incorporators, or by the shareholders at any annual or special meeting. For the purpose of this act, the term "cooperative plan" shall be deemed to mean a mode of operation whereby the earnings of the corporation a…

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Mich. Comp. Laws § 450.100

Cooperative corporations; shares of stock, contents.

Same; contents of certificates of stock. There shall be printed upon each share of stock issued by co-operative corporations a condensed statement of every article or by-law which in anywise limits the shareholders' right to assign or transfer such shares or to vote the total number of shares held at meetings of the co…

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Mich. Comp. Laws § 450.101

Cooperative corporations; shareholders' powers; directors, election, term, number; voting.

The shareholders of any cooperative corporation shall have power: to adopt bylaws for the government and regulation of its business management, and to amend such bylaws; to determine the manner of distributing the earnings of the corporation upon a cooperative plan; to limit and define the powers and duties and the num…

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Elections & Government Ethics

Mich. Comp. Laws § 450.102

Cooperative corporations; membership, regulations.

Same; membership. The shareholders of every co-operative corporation may also provide in their articles or by-laws, the necessary qualifications of shareholders or members, together with provisions limiting, prescribing or regulating the transfer of such membership, and the terms and conditions under which, if at all,…

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Mich. Comp. Laws § 450.103

Cooperative corporations; amendments to articles.

Same; amendment to articles. One-tenth of the entire number of shareholders of any cooperative corporation may propose any desired amendment to the articles or to the bylaws of such corporation, and any amendment so proposed shall be voted upon at the next annual meeting by the shareholders.

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Mich. Comp. Laws § 450.104

Cooperative corporations; reserve funds, investment; shareholders, vote.

Same; investment of reserve fund. At any regular meeting, or any duly called special meeting, at which the quorum fixed by the bylaws shall be present, the shareholders of any cooperative corporation may by a majority vote of such shareholders present in person, subscribe for shares and invest a portion of the reserve…

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Banking, Finance & Insurance

Mich. Comp. Laws § 450.105

Cooperative corporations; purchase of business; payment, methods.

Same; purchase of business of another corporation. Whenever any cooperative corporation shall purchase the business of another corporation, firm or person or persons, it may pay for the same in whole or in part by issuing to the selling corporation, firm, person or persons, shares of its capital stock to an amount whic…

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Mich. Comp. Laws § 450.106

Cooperative corporations; distribution of dividends; reserves; distribution of cooperative dividends; determining annual privilege fee.

The shareholders of every cooperative corporation shall provide in the bylaws what percent upon the paid-up capital stock of the corporation, not exceeding 8% per annum, shall be first paid and distributed to the holders of the paid-up capital stock as dividends before dividing the surplus earnings or profits, as provi…

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Mich. Comp. Laws § 450.107

Cooperative corporations; surplus earnings, distribution; failure, penalty.

Same; surplus earnings. The surplus earnings and profits of every co-operative corporation shall be distributed to those entitled thereto at such times as the by-laws may provide, which shall be as often as once in each year. If any such corporation shall fail for 5 consecutive years to pay the dividend upon its paid-u…

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Mich. Comp. Laws § 450.108

Cooperative corporations; dealing in commodities; contracts, agreements.

Same; contracts and agreements. Every cooperative corporation engaged in buying, handling, selling or dealing in farm produce or other agricultural products, canned goods, or byproducts of any such goods, wares, merchandise or commodities, may enter into any and all necessary contracts with stockholders, members or oth…

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Mich. Comp. Laws § 450.109

Cooperative corporations; breach of contract; encouragement prohibited; penalty.

Same; persons liable for damage for encouraging breach of contracts and agreements. Any person, firm, or corporation who solicits or persuades or permits or aids or abets, any stockholder and/or member or other person to breach a contract with a cooperative corporation, by accepting or receiving from such stockholder a…

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Business & Commerce

Mich. Comp. Laws § 450.133

Incorporation of fraternal or secret societies; parent lodge.

Incorporation of fraternal, etc., societies. Any number of persons, not less than 3, may become incorporated for the purpose of forming a secret society or lodge for benevolent, charitable, social, educational or mutual aid purposes or for any other similar purpose or purposes not prohibited by law. Such corporations s…

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Mich. Comp. Laws § 450.134

Parent corporations; articles of incorporation.

Parent lodge; articles of incorporation. If such society or lodge shall be intended to operate as a state jurisdiction of a lodge or society having a parent organization without this state, then such persons so incorporating shall exhibit with their articles the charter or permit from such foreign parent society or lod…

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Mich. Comp. Laws § 450.135

Parent corporations; ritual, rules; subordinate lodges, chartering.

Same; ritual, and rules; chartering of subordinate lodges. Every such parent corporation shall have the right to prescribe the ritual to be used in all the secret work of such lodge or society, the oath or other obligations to be taken by members or officers, and to enact by-laws, rules and regulations having uniform a…

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Mich. Comp. Laws § 450.136

Parent corporations; supervision, subordinate lodge.

Same; supervision of subordinate lodges. Every such parent corporation shall have the right to superintend, visit, instruct and guide its subordinate lodges and jurisdictions, through its duly appointed officers, agents and committees; may appoint its courts or judicial functionaries for the enforcement of its system o…

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Mich. Comp. Laws § 450.137

Parent corporations; management, secretary.

Same; management, secretary. The fiscal and business affairs of every such parent corporation shall be managed by such executive officers, committees, directors or trustees as the articles shall prescribe, who shall severally have such powers and liabilities as may be prescribed in the articles or in by-laws made pursu…

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Mich. Comp. Laws § 450.138

Parent corporations; name, regulations.

Same; name. No such parent corporation shall assume a name already in use by any other corporation, lodge, or society incorporated under the laws of this or any other state of the United States and admitted to do business in this state, nor any name which is so similar to that adopted by any other such lodge, or societ…

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Mich. Comp. Laws § 450.139

Parent corporations; powers as to property.

Same; powers in relation to property. Every such parent corporation shall have power to hold in fee or otherwise, such real estate, and to own such personal property, as may be necessary to establish its state headquarters, or any charitable home or institution established or maintained by it, and for that purpose may…

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Property & Real Estate

Mich. Comp. Laws § 450.140

Parent corporations; government, representative form; first annual meeting.

Same; representative form of government; first annual meeting. Every such parent corporation shall adopt a representative form of government, under which form the subordinate lodges shall elect or appoint representatives to attend the annual or other convention, conclave or meeting of the parent corporation, by whatsoe…

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Mich. Comp. Laws § 450.141

Parent corporations; annual meeting, powers.

Same; powers at annual meeting. The annual convention, conclave or meeting of every such parent corporation when duly called to order, shall have power and authority to elect the officers and the executive committee or trustees thereof; to elect delegates to any higher jurisdiction within said lodge or society; to alte…

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Mich. Comp. Laws § 450.142

Local lodges; purpose.

Local lodges; purpose. Any number of persons who are members in good standing in any lodge incorporated as a parent society or lodge within this state, and having a charter or permit from such parent lodge or society, may incorporate as a local lodge or branch thereof, upon complying with the provisions of this act app…

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Mich. Comp. Laws § 450.143

Local lodges; articles of incorporation.

Same; of articles of incorporation. The articles of such local lodge or society shall follow the form prescribed for non-profit corporations in this act and shall contain such further statements as the incorporators may wish to insert therein as to purposes and government. Such articles shall state that such local lodg…

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Mich. Comp. Laws § 450.144

Local lodges; powers as to property; parent corporation, supervision.

Same; powers in relation to property. Every such local lodge shall have the same right to hold, own and dispose of property, both real and personal as is granted in this act to non-profit corporations generally; and such local lodge shall be subject to the discipline, visitation and guidance of the parent corporation,…

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Business & Commerce

Mich. Comp. Laws § 450.145

Local lodges; officers, representatives.

Same; officers and representatives. Every such local lodge or society shall have such officers, committees, trustees and agents as their articles may prescribe, who shall be elected or appointed and who shall have such duties, responsibilities and powers, as the articles or by-laws may prescribe.

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